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9019 Motion to Approve Settlement with Walchek Parties

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9019 Motion to Approve Settlement with Walchek Parties Case 09-36379-PGH Doc 2099 Filed 01/03/14 Page 1 of 33 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF FLORIDA WEST PALM BEACH DIVISION www.flsb.uscourts.gov In re: CHAPTER 11 PALM BEACH FINANCE PARTNERS, L.P., Case No. 09-36379-PGH PALM BEACH FINANCE II, L.P., Case No. 09-36396-PGH (Jointly Administered) Debtors. ______________________________________/ LIQUIDATING TRUSTEE’S MOTION FOR APPROVAL OF SETTLEMENT WITH THE WALCHEK PARTIES AND PAYMENT OF CONTINGENCY FEE Any interested party who fails to file and serve a written response to this motion within 21 days after the date of service stated in this motion shall, pursuant to Local Rule 9013-1(D), be deemed to have consented to the entry of an order in the form attached to this motion. Any scheduled hearing may then be cancelled. Barry E. Mukamal, in his capacity as liquidating trustee (“Liquidating Trustee”) for the Palm Beach Finance Partners Liquidating Trust (“PBF Liquidating Trust”) and Palm Beach Finance II Liquidating Trust (“PBF II Liquidating Trust”; and together with the PBF Liquidating Trust, the “Liquidating Trusts”), by and through undersigned counsel, and pursuant to Fed. R. Bankr. P. 9019, seeks an Order from this Court approving a settlement of claims that could be asserted against the W Charitable Foundation, Walchek Family Revocable Trust dated November 19, 1998 (“Trust”), Walchek Integrity L.P., Integrity Partners Investment Company, LLC and Scott and Kelli Walchek, both in their individual capacities and as trustees for the Trust (the foregoing parties are collectively referred to as the “Walchek Parties”) as well as the allocation of the settlement proceeds as between the Liquidating Trusts. In support of this relief, the Liquidating Trustee states the following: 1 LAW OFFICES OF MELAND RUSSIN & BUDWICK, P.A. 3200 SOUTHEAST FINANCIAL CENTER, 200 SOUTH BISCAYNE BOULEVARD, MIAMI, FLORIDA 33131 • TELEPHONE (305) 358-6363 {Firm Clients/4189/4189-1/01373106.DOC.} Case 09-36379-PGH Doc 2099 Filed 01/03/14 Page 2 of 33 I. Factual Background A. The Pre-Petition Activities of the Palm Beach funds 1. The Liquidating Trusts are the successors in interest to Palm Beach Finance Partners, L.P. (“PBF I”) and Palm Beach Finance II, L.P. (“PBF II”). 2. The Palm Beach funds were formed to lend monies in purchase financing transactions supposedly brokered by Thomas Petters and his company, Petters Company, Inc. (“PCI”) in the consumer goods business. The idea was that the funds and other lenders would supply bridge financing to PCI and then later, once goods were received by a particular big box retailer, the retailer would remit the payment to the lender or PCI. 3. In reality, the Palm Beach Funds’ investments in PCI were worthless - PCI’s purchase and financing transactions were fictitious and part of an elaborate, multi-billion dollar ponzi scheme perpetrated by Mr. Petters, Deanna Munson a/k/a Deanna Coleman, Robert White and others. No retailer ever made any payment on the purchase and sale of goods because the deals never existed. 4. On September 24, 2008, federal agents raided Mr. Petters’ offices. Thereafter, Mr. Petters’ companies were placed into federal receivership. Ultimately, Mr. Petters was convicted of his crimes and sentenced to 50 years in prison. Other persons complicit in the fraud were sentenced to prison sentences as well. 5. On November 30, 2009 (“Petition Date”), the Palm Beach funds commenced chapter 11 bankruptcy cases by filing voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Florida (“Bankruptcy Court”). 6. On October 21, 2010, the Bankruptcy Court entered its Order Confirming Second Amended Plan of Liquidation [ECF No. 444], creating the Liquidating Trusts and appointing the Liquidating Trustee as liquidating trustee. 2 LAW OFFICES OF MELAND RUSSIN & BUDWICK, P.A. 3200 SOUTHEAST FINANCIAL CENTER, 200 SOUTH BISCAYNE BOULEVARD, MIAMI, FLORIDA 33131 • TELEPHONE (305) 358-6363 {Firm Clients/4189/4189-1/01373106.DOC.} Case 09-36379-PGH Doc 2099 Filed 01/03/14 Page 3 of 33 B. Transfers Made to the Walchek Parties 7. W Charitable Foundation and Walchek Integrity L.P. were limited partners in PBF II. 8. W Charitable Foundation received cash transfers in the amount of $2,246,914 with respect to its limited partner investment in PBF II. 9. Walchek Integrity L.P., or other members of the Walchek Parties, received cash transfers in the amount of $18,718,672 with respect to its limited partner investment in PBF II. 10. Mr. Walchek held an equity interest in the Palm Beach funds’ management entities, Palm Beach Capital Management, LLC and Palm Beach Capital Management, LP (collectively, the “Management Entities”). 11. With respect to such equity interest, Mr. Walchek, or other members of the Walchek Parties, received $6,810,588 from the Management Entities four years prior to the Petition date. The monies used to fund such payments were sourced from both of the Palm Beach funds. 12. The Liquidating Trustee commenced litigation to recover all of the above transfers from the Walchek Parties (“Litigation”). The Liquidating Trustee brought suit to avoid and recover $20,965,586 in transfers made on account of limited partnership interests in PBF II (“LP Claims”) and $6,810,588 in transfers from the Management Entities (“Management Claims”). II. Settlement Terms 13. Because of the significant amount of transfers made to the Walchek Parties and large multi-million unpaid tax liabilities owed by them to federal and state taxing authorities, collectability has been a significant concern for the Liquidating Trustee. 14. After filing the Litigation, the parties mediated with the end result being that the Walchek Parties provided significant financial data for a multi-year period regarding their historical transfers, assets and liabilities. 3 LAW OFFICES OF MELAND RUSSIN & BUDWICK, P.A. 3200 SOUTHEAST FINANCIAL CENTER, 200 SOUTH BISCAYNE BOULEVARD, MIAMI, FLORIDA 33131 • TELEPHONE (305) 358-6363 {Firm Clients/4189/4189-1/01373106.DOC.} Case 09-36379-PGH Doc 2099 Filed 01/03/14 Page 4 of 33 15. Based on this data, the Liquidating Trustee confirmed that collectability against the Walchek Parties was a significant issue that militated in favor of settlement. 16. After several months of negotiation, the parties have settled the Litigation. The key aspects of the stipulation of settlement between the parties (“Stipulation”) are the following:1 a) Upon approval of the Stipulation, Mr. and Mrs. Walchek will pay (or cause to be paid) $390,000 within three years, or if such payment is not made by then, $415,000 within four years (“Settlement Payment”). b) In the event the Walchek Parties fail to pay the settlement amount outlined above, the Liquidating Trustee will be entitled to a judgment against Mr. and Mrs. Walchek in the amount of $2,000,000 (“Judgment”). Initially, the Judgment will be subject to forbearance conditions, however, after December 31, 2017, the Liquidating Trustee may engage in all efforts to collect upon the Judgment. c) The parties shall exchange mutual, general releases with specific carveouts; and d) The Walchek Parties shall not be entitled to any distribution from the Palm Beach bankruptcy estates. 17. Pursuant to the Second Amended Joint Plan of Liquidation, approved by this Court’s Order dated October 21, 2010 [ECF No. 444], all monetary consideration received by the Liquidating Trusts in conjunction with the Stipulation will be allocated as follows: 18% to the PBF Liquidating Trust and 82% to the PBF II Liquidating Trust (“Pro Rata Allocation Formula”). 18. Here, the Liquidating Trustee proposes to deviate from the Pro Rata Allocation Formula to take into account that any recovery related to the LP Claims would flow solely to PBF II Liquidating Trust while any recovery related to the Management Claims would be apportioned between the Liquidating Trusts pursuant to the Pro Rata Allocation Formula. 1 A copy of the Stipulation is attached as Exhibit 1. To the extent the terms of the agreement differ with the terms set forth in this Motion, the agreement shall control. 4 LAW OFFICES OF MELAND RUSSIN & BUDWICK, P.A. 3200 SOUTHEAST FINANCIAL CENTER, 200 SOUTH BISCAYNE BOULEVARD, MIAMI, FLORIDA 33131 • TELEPHONE (305) 358-6363 {Firm Clients/4189/4189-1/01373106.DOC.} Case 09-36379-PGH Doc 2099 Filed 01/03/14 Page 5 of 33 19. The Liquidating Trustee proposes that the amount of any recovery to be paid to the Liquidating Trusts be determined by modifying the Pro Allocation Formula as follows (“Modified Pro Allocation Formula”): (Management Claims) X (Recovery) X 18% = Amount of Recovery (Management Claims + LP Claims) to PBF Liquidating Trust 20. By way of example, if the recovery from the Walchek Parties is $390,000, then the amount of consideration flowing to the PBF Liquidating Trust is $17,212, with the balance flowing to the PBF II Liquidating Trust. III. Relief Requested 21. The Liquidating Trustee seeks an Order from this Court (a) approving the Stipulation and (b) approving the Contingency Fee (as defined below). 22. Federal Rule of Bankruptcy Procedure 9019 provides in relevant part that [o]n motion . and after a hearing on notice to creditors; the debtor . and to such other entities as the Court may designate, the Court may approve a compromise or settlement.” 23. Approval of a settlement in a bankruptcy proceeding is within the sole discretion of the Court and will not be disturbed or modified on appeal unless approval or disapproval is an abuse of discretion. In re Arrow Air, 85 BR 891 (Bankr. S.D. Fla. 1988). 24. The standards for approval are well settled and require the Court to inquire into the reasonableness of the proposed settlement.
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